-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lIo4kTG+qyHu6mxjWgfxUHq6quadwCI+3WtTKyDhPyr7ULMEDAVfGaPC7yyfkDeA i94RRSNC9VHv6byX1LuLrw== 0000912057-95-005515.txt : 19950721 0000912057-95-005515.hdr.sgml : 19950721 ACCESSION NUMBER: 0000912057-95-005515 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950720 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MEDICAL SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000802284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 510287965 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37910 FILM NUMBER: 95555060 BUSINESS ADDRESS: STREET 1: 600 WILSON LN STREET 2: P O BOX 715 CITY: MECHANICSBURG STATE: PA ZIP: 17055 BUSINESS PHONE: 7177908300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON HEALTHCARE CORP CENTRAL INDEX KEY: 0000806151 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 911346899 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6001 INDIAN SCHOOL RD NE STE 530 CITY: ALBUQUERQUE STATE: NM ZIP: 87110 BUSINESS PHONE: 5058814961 MAIL ADDRESS: STREET 1: 6001 INDIAN SCHOOL RD NE STREET 2: STE 530 CITY: ALBUQUERQUE STATE: NM ZIP: 87110 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON HEALTH SYSTEMS LP DATE OF NAME CHANGE: 19870316 SC 13D/A 1 HORIZON HEALTHCARE SC 13-D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 CONTINENTAL MEDICAL SYSTEMS, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 21164210 - ------------------------------------------------------------------------------ (CUSIP Number) Scot Sauder Vice President -- Legal Affairs, General Counsel and Secretary Horizon/CMS Healthcare Corporation 6001 Indian School Road, N.E., Suite 530 Albuquerque, NM 87110 (505) 881-4961 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 1995 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with this statement. / / The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON . . . . . . . . . . . . . . .HORIZON\CMS HEALTHCARE CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. . . . . . . . . . . . . . . . . . . . . . . . . .91-1346899 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 0 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER 21,000,000 OF ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED ------------------------------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 21,000,000 REPORTING ------------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,000,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This Amendment No. 1 to Schedule 13D constitutes Horizon/CMS Healthcare Corporation's final 13D and amends, to the extent set forth below, the Schedule 13D dated March 31, 1995 filed by Horizon Healthcare Corporation with the Securities and Exchange Commission on April 10, 1995. Horizon Healthcare Corporation changed its name to Horizon/CMS Healthcare Corporation on July 10, 1995. ITEM 3 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995, among Horizon, CMS Merger Corporation, a Delaware corporation and wholly owned subsidiary of Horizon ("Merger Sub"), and CMS (the "Merger Agreement"), each issued and outstanding share of CMS Common Stock, par value $.01 per share, was converted into .5397 of one share of Horizon Common Stock on the Effective Date, which was July 10, 1995, and each of the 100 issued and outstanding shares of Merger Sub was converted into 210,000 shares of CMS Common Stock. As a result, Horizon now owns 100.0% of the issued and outstanding shares of CMS Common Stock. ITEM 5 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS: ITEM 5. INTEREST IN SECURITIES OF ISSUER. As discussed in Item 3, Horizon owns 100% of the issued and outstanding shares of CMS Common Stock. Except for the conversion of all CMS Common Stock into Horizon Common Stock pursuant to the Merger Agreement, no transactions in CMS Common Stock were effected during the past sixty days by Horizon or, to the best of Horizon's knowledge, by any executive officer or director of Horizon. In addition, no person other than Horizon has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. ITEM 6 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. All of the issued and outstanding CMS Common Stock has been pledged by Horizon pursuant to its credit facility. ITEM 7 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed as part of this Schedule 13D: Exhibit A Name, Business Address, and Present Principal Occupation of Each Executive Officer and Director of Horizon. Exhibit B Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995, among Horizon, Merger Sub and CMS (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to Horizon's Registration Statement on Form S-4 (Registration No. 33-59561)). -1- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 20, 1995 HORIZON/CMS HEALTHCARE CORPORATION By: /s/ Scot Sauder _____________________________________________ Name: Scot Sauder Title: Vice President - Legal Affairs, General Counsel and Secretary EXHIBIT INDEX SEQUENTIAL EXHIBIT DESCRIPTION PAGE NUMBER - ------- ----------- ----------- A Name, Business Address, and Present Principal Occupation of Each Executive Officer and Director of Horizon/CMS Healthcare Corporation. B Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995, among Horizon, Merger Sub and CMS (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to Horizon's Registration Statement on Form S-4 (Registration No. 33-59561)). EX-99 2 EXHIBIT A EXHIBIT A NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OF EACH EXECUTIVE OFFICER AND DIRECTOR OF HORIZON I. EXECUTIVE OFFICERS OF HORIZON
Present Principal Name Business Address Occupation - ---- ---------------- ------------------ Neal M. Elliott 6001 Indian School Road, Chairman of the Board, N.E., Suite 530 President and Chief Albuquerque, NM 87110 Executive Officer Klemmet L. Belt, Jr. 6001 Indian School Road, Executive Vice President N.E., Suite 530 and Director Albuquerque, NM 87110 Robert A. Ortenzio 6001 Indian School Road, Executive Vice President N.E., Suite 530 and Director Albuquerque, NM 87110 Michael A. Jeffries 6001 Indian School Road, Senior Vice President, N.E., Suite 530 Operations and Director Albuquerque, NM 87110 Charles H. Gonzales 6001 Indian School Road, Senior Vice President, N.E., Suite 530 Subsidiary Operations Albuquerque, NM 87110 and Director Ernest A. Schofield 6001 Indian School Road, Senior Vice President, N.E., Suite 530 Finance and Chief Albuquerque, NM 87110 Financial Officer Scot Sauder 6001 Indian School Road, Vice President -- Legal N.W., Suite 530 Affairs, General Counsel Albuquerque, NM 87110 and Secretary
II. NON-EMPLOYEE DIRECTORS OF HORIZON
Present Principal Name Business Address Occupation - ---- ---------------- ------------------ Russell L. Carson One World Financial Center General Partner, Suite 3601 Welsh, Carson, Anderson New York, NY 10281 & Stowe Bryan C. Cressey 6100 Sears Tower Principal, Chicago, IL 60606 Golder, Thoma, Cressey, Rauner, Inc. Gerard M. Martin 600 Centre Street Consultant Newton, MA 02158
Present Principal Name Business Address Occupation - ---- ---------------- ------------------ Frank M. McCord 2828 Colby Avenue Chairman, Cascade Everett, WA 98201 Savings Bank Raymond N. Noveck 460 Totten Pond Road President, Strategic Waltham, MA 02158 Systems, Inc. Barry M. Portnoy One Post Office Square Attorney-at-Law, Boston, MA 02109 Sullivan & Worcester Rocco A. Ortenzio 6001 Indian School Road, Consultant N.E., Suite 530 Albuquerque, NM 87110 LeRoy S. Zimmerman One South Market Square Building Attorney-at-Law, 213 Market Street Eckert, Seamans, Cherin Harrisburg, PA 17101 & Mellott
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